Indicate
by a check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant as required to submit and post such files). Yes ☒ No ☐

Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”,
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate
the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which reflect our current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include but are not limited to those described under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2017. Additional risk factors may be described from time to time in our future filings with the Securities and Exchange Commission. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

Unless the context suggests otherwise, specifically, references in this Quarterly Report to “TheStreet,” the “Company,” “we,” “us” and “our” refer to TheStreet, Inc. and its consolidated subsidiaries
.

2

Part
I – FINANCIAL INFORMATION

Item
1. Interim Condensed Consolidated Financial Statements.

THESTREET,
INC.

CONDENSED
CONSOLIDATED BALANCE SHEETS

September 30, 2018

December 31, 2017

(unaudited)

Revised See Note #4

assets

Current Assets:

Cash and cash equivalents

$

40,833,954

$

11,684,817

Accounts receivable, net of allowance for doubtful accounts of $296,243 as of September 30, 2018 and $278,977 as of December 31, 2017

4,572,216

4,546,308

Other receivables, net

3,616,486

389,353

Prepaid expenses and other current assets

1,615,839

1,615,720

Current assets of discontinued operations

—

230,116

Total current assets

50,638,495

18,466,314

Noncurrent Assets:

Property and equipment, net of accumulated depreciation and amortization of $6,026,109 as of September 30, 2018 and $5,475,077 as of December 31, 2017

1,602,024

2,092,669

Marketable securities

1,833,535

1,680,000

Other assets

1,123,862

306,465

Goodwill

23,515,608

23,568,472

Other intangible assets, net of accumulated amortization of $18,370,335 as of September 30, 2018 and $15,702,665 as of December 31, 2017

12,608,512

12,966,569

Deferred tax asset

1,514,854

1,865,453

Restricted cash

500,000

500,000

Noncurrent assets of discontinued operations

—

7,564,606

Total assets

$

93,336,890

$

69,010,548

liabilities and stockholders’ equity

Current Liabilities:

Accounts payable

$

1,867,612

$

1,999,772

Accrued expenses

3,999,779

3,690,337

Deferred revenue

21,863,890

19,201,693

Other current liabilities

793,794

1,835,679

Current liabilities of discontinued operations

—

4,246,891

Total current liabilities

28,525,075

30,974,372

Noncurrent Liabilities:

Deferred tax liability

1,046,387

803,917

Other noncurrent liabilities

1,744,652

1,543,602

Noncurrent liabilities of discontinued operations

—

741,856

Total liabilities

31,316,114

34,063,747

Stockholders’ Equity:

Common Stock; $0.01 par value; 100,000,000 shares authorized; 57,330,389 shares issued and 49,609,152 shares outstanding as of September 30, 2018, and 56,891,551 shares issued and 49,181,462 shares outstanding as of December 31, 2017

573,304

568,916

Additional paid-in capital

261,281,003

259,569,737

Accumulated other comprehensive loss

(5,264,875

)

(4,845,650

)

Treasury stock at cost; 7,721,237 shares as of September 30, 2018 and 7,710,089 shares as of December 31, 2017

(13,503,567

)

(13,484,924

)

Accumulated deficit

(181,065,089

)

(206,861,278

)

Total stockholders’ equity

62,020,776

34,946,801

Total liabilities and stockholders’ equity

$

93,336,890

$

69,010,548

The
accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements

3

THESTREET,
INC.

CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2018

2017

2018

2017

Revenue:

Business to business

$

6,274,824

$

5,951,581

$

18,866,397

$

17,418,252

Business to consumer

6,732,404

7,382,672

20,305,251

23,380,528

Total revenue

13,007,228

13,334,253

39,171,648

40,798,780

Operating expense:

Cost of services

5,770,422

6,185,753

16,977,154

19,261,777

Sales and marketing

3,639,704

2,782,596

11,017,781

9,265,547

General and administrative

4,368,148

3,718,094

12,687,396

11,268,698

Depreciation and amortization

1,166,717

1,115,035

3,424,630

3,189,538

Restructuring and other charges

—

—

—

198,979

Total operating expense

14,944,991

13,801,478

44,106,961

43,184,539

Operating loss

(1,937,763

)

(467,225

)

(4,935,313

)

(2,385,759

)

Net interest income

32,359

8,168

81,167

26,224

Loss before income taxes from continuing operations

(1,905,404

)

(459,057

)

(4,854,146

)

(2,359,535

)

(Loss) income from discontinued operations

(129,809

)

842,588

1,725,646

2,568,957

(Loss) gain on sale of business, net of tax

(551,752

)

—

27,067,071

—

(Loss) income before income taxes

(2,586,965

)

383,531

23,938,571

209,422

(Provision) benefit for income taxes

775,014

(193,662

)

1,083,763

(802,249

)

Net (loss) income attributable to common stockholders

$

(1,811,951

)

$

189,869

$

25,022,334

$

(592,827

)

Net (loss) income per share:

Basic net (loss) income attributable to common stockholders:

Continuing operations

$

(0.02

)

$

(0.02

)

$

(0.08

)

$

(0.09

)

Discontinued operations

(0.02

)

0.03

0.59

0.07

Basic net (loss) income per share

$

(0.04

)

$

0.01

$

0.51

$

(0.02

)

Diluted net (loss) income attributable to common stockholders:

Continuing operations

$

(0.02

)

$

(0.02

)

$

(0.08

)

$

(0.09

)

Discontinued operations

(0.02

)

0.03

0.57

0.07

Diluted net (loss) income per share

$

(0.04

)

$

0.01

$

0.49

$

(0.02

)

Weighted average basic shares outstanding

49,600,837

35,869,751

49,362,018

35,710,049

Weighted average diluted shares outstanding

49,600,837

36,142,548

50,695,450

35,710,049

The
accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements

4

THESTREET,
INC.

CONDENSED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(unaudited)

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30,

2018

2017

2018

2017

Net (loss) income

$

(1,811,951

)

$

189,869

$

25,022,334

$

(592,827

)

Foreign currency translation (loss) gain

(243,556

)

(158,076

)

(572,760

)

842,265

Unrealized gain on marketable securities

83,509

55,500

153,535

50,250

Comprehensive (loss) income

$

(1,971,998

)

$

87,293

$

24,603,109

$

299,688

The
accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements

The
accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements

6

TheStreet,
Inc.

Notes
to Condensed Consolidated Financial Statements

(unaudited)

1. DESCRIPTION
OF THE BUSINESS AND BASIS OF PRESENTATION

TheStreet,
Inc. is
a leading financial news and information provider. Our business-to-business (B2B) and business-to-consumer
(B2C) content and products provide individual and institutional investors, advisors and dealmakers with actionable information
from the worlds of finance and business.

Our
B2B business products have helped diversify our business from primarily serving retail investors to also providing an indispensable
source of business intelligence for both high net worth individuals and executives in the top firms in the world. The Deal delivers
sophisticated news and analysis on changes in corporate control including mergers and acquisitions, private equity, corporate
activism and restructuring. BoardEx is an institutional relationship capital management database and platform which holds in-depth
profiles of over 1 million of the world’s most important business leaders. Our B2B business derives revenue primarily from
subscription products, events/conferences and information services.

Our
B2C business is led by our namesake website, TheStreet.com, and includes free content and houses our premium subscription products,
such as RealMoney, RealMoney Pro and Actions Alerts PLUS, that target varying segments of the retail investing public. Our B2C
business primarily generates revenue from premium subscription products and advertising revenue.

Unaudited
Interim Financial Statements

The
interim condensed consolidated balance sheet as of September 30, 2018, the condensed consolidated statements of operations and
comprehensive (loss) income for the three and nine months ended September 30, 2018 and 2017, and the condensed statements of cash
flows for the nine months ended September 30, 2018 and 2017 are unaudited. The unaudited interim financial statements have been
prepared on a basis consistent with the Company’s annual financial statements and, in the opinion of management, reflect
all adjustments, which include only normal recurring adjustments necessary to state fairly the Company’s financial position
as of September 30, 2018, its results of consolidated operations and comprehensive (loss) income for the three and nine months
ended September 30, 2018 and 2017, and cash flows for the nine months ended September 30, 2018 and 2017. The financial data and
other financial information disclosed in the notes to the financial statements related to these periods are also unaudited. The
results of operations for the nine months ended September 30, 2018 are not necessarily indicative of the results to be expected
for the fiscal year ending December 31, 2018 or for any other future annual or interim period.

There
have been no material changes in the significant accounting policies from those that were disclosed in the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on March 13, 2018. These financial statements
should also be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December
31, 2017. Certain information and note disclosures normally included in the financial statements prepared in accordance with accounting
principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and
regulations. The consolidated balance sheet as of December 31, 2017 included herein was derived from the audited financial statements
as of that date, but does not include all disclosures required by GAAP.

The
Company has evaluated subsequent events for recognition or disclosure.

Recently
Issued Accounting Pronouncements

In
February 2016, the FASB issued ASU No. 2016-02,
Leases
(“ASU 2016-02”). ASU 2016-02 establishes a right-of-use
(ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms
longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of
expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018,
including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for
capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in
the financial statements, with certain practical expedients available. The Company is in the process of evaluating the effect
the standard will have on its financial statements, however the Company does not lease any office equipment and our office space
leases are the only leases with a term longer than 12 months.

7

In
June 2016, the FASB issued ASU No. 2016-13,
“Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses
on Financial Instruments
” (“ASU 2016-13”). ASU 2016-13 requires the measurement and recognition of expected
credit losses for financial assets held at amortized cost. ASU 2016-13 is effective for interim and annual reporting periods
beginning after December 15, 2019, with early adoption permitted for interim and annual reporting periods beginning after December
15, 2018. ASU 2016-13 is required to be adopted using the modified retrospective basis, with a cumulative-effect adjustment
to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Based upon the
level and makeup of the Company’s financial receivables, past loss activity and current known activity regarding our outstanding
receivables, the Company does not expect that the adoption of this new standard will have a material impact on its consolidated
financial statements.

2. DIVESTITURE

On
June 20, 2018, the Company entered into an asset purchase agreement (the “Purchase Agreement”) with S&P Global
Market Intelligence Inc., an affiliate of S&P Global Inc.(“S&P”), pursuant to which the Company agreed to
sell the assets comprising its RateWatch business to S&P. The Purchase Agreement provides that S&P will pay an aggregate
consideration of $33.5 million in cash to acquire the business, subject to working capital and certain other closing adjustments.

Operating
results for the RateWatch business, which have been previously included in the Business to Business Segment, have now been reclassified
as discontinued operations for all periods presented.

Gain
on sale of RateWatch amounting to $27.1 million, net of a tax expense of $1.6 million, was calculated as the selling price less
direct costs to complete the transaction. Included in such costs is approximately $568 thousand pertaining to certain employee
costs that were assumed by the Company as part of the transaction.

The
following table presents the discontinued operations of RateWatch in the Condensed Consolidated Balance Sheets:

ASSETS

December 31, 2017

Current Assets:

Accounts Receivable, net

$

138,262

Prepaid Expenses and Other Current Assets

91,854

Total Current Assets

230,116

Noncurrent Assets:

Property and Equipment, net

659,143

Goodwill

5,851,050

Other Intangibles, net

1,054,413

Total Assets

$

7,794,722

LIABILITIES

Current Liabilities:

Accounts Payable

$

14,026

Accrued Expenses

75,458

Deferred Revenue

4,106,985

Other Current Liabilities

50,422

Total Current Liabilities

4,246,891

Noncurrent Liabilities:

Noncurrent Deferred Rent

462,183

Noncurrent Deferred Revenue

58,323

Deferred Tax Liability

221,350

Total Liabilities

$

4,988,747

8

The
following table presents the discontinued operations of RateWatch in the Condensed Consolidated Statement of Operations:

Three Months

Three Months

Nine Months

Nine Months

Ended

Ended

Ended

Ended

September 30, 2018

September 30, 2017

September 30, 2018

September 30, 2017

Net revenue

$

—

$

1,918,543

$

3,944,302

$

5,694,057

Operating expense:

Cost of services

(24

)

460,051

870,519

1,370,077

Sales and marketing

1,793

295,187

718,299

933,409

General and administrative

96,717

164,804

365,753

492,704

Depreciation and amortization

—

237,725

160,293

645,247

Total operating expense

98,486

1,157,767

2,114,864

3,441,437

Operating (loss) income

(98,486

)

760,776

1,829,438

2,252,620

(Provision) benefit for income taxes

(31,323

)

81,812

(103,792

)

316,337

Net (loss) income

$

(129,809

)

$

842,588

$

1,725,646

$

2,568,957

The
following table presents the discontinued operations of RateWatch in the Condensed Consolidated Statements of Cash Flows:

Nine Months Ended

Nine Months Ended

September 30, 2018

September 30, 2017

Net cash provided by operating activities

$

2,103,406

$

3,375,137

Net cash used in investing activities

(37,006

)

(10,538

)

Net cash used in financing activities

—

—

Effect of foreign exchange rate changes on cash and cash equivalents

—

—

Net increase in cash, cash equivalents and restricted cash

$

2,066,400

$

3,364,599

3.
REVENUES

Adoption
of ASC Topic 606, “Revenue from Contracts with Customers”

On
January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed
as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior
period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605.

The
Company recorded an adjustment to opening accumulated deficit of approximately $774 thousand due to the cumulative impact of adopting
Topic 606, with the impact primarily related to sales commissions.

Nature
of our Services

Business
to business subscription revenue is primarily comprised of subscriptions that provide access to director and officer profiles,
relationship capital management services and transactional information pertaining to the mergers and acquisitions environment.
Business to consumer subscription revenue is primarily comprised of subscriptions that provide access to securities investment
information and stock market commentary. Advertising revenue is comprised of fees charged for the placement of advertising and
sponsorships, primarily within
TheStreet.com
website. Other revenue is primarily composed of events/conferences, information
services and other miscellaneous revenue.

We
provide subscription and advertising services on a global basis to a broad range of clients. Our principal source of revenue is
derived from fees for subscription services that is sold on an annual or monthly basis. We measure revenue based upon the consideration
specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are
satisfied. A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction
price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as, the customer receives
the benefit of the performance obligation. Clients typically receive the benefit of our services as they are performed. Under
ASC 606, revenue is recognized when a customer obtains control of promised services in an amount that reflects the consideration
we expect to receive in exchange for those services. To achieve this core principal, the Company applies the following five steps:

9

1)
Identify
the contract with a customer

A
contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s
rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract
has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that
are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies
judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the
customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining
to the customer.

2)
Identify
the performance obligations in the contract

Performance
obligations promised in a contract are identified based on the services that will be transferred to the customer that are both
capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources
that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the
transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple
promised services, the Company must apply judgment to determine whether promised services are capable of being distinct in the
context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation.

3)
Determine
the transaction price

The
transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring
services to the customer.

4)
Allocate
the transaction price to performance obligations in the contract

If
the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation.
However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract
with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or
to a specific part of the contract. Contracts that contain multiple performance obligations require an allocation of the transaction
price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable
and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single
performance obligation. The Company determines standalone selling price based on the price at which the performance obligation
is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone
selling price taking into account available information such as market conditions and internally approved pricing guidelines related
to the performance obligations.

5)
Recognize
revenue when or as the Company satisfies a performance obligation

The
Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related
performance obligation is satisfied by transferring a promised service to a customer.

Substantially
all of our revenue is recognized over time, as the services are performed. For subscriptions, revenue is recognized ratably over
the subscription period. For advertising, revenue is recognized as the advertisement is displayed provided that collection of
the resulting receivable is reasonably assured.

10

The
following table presents our revenues disaggregated by revenue discipline.

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30,

2018

2017

2018

2017

Subscription

$

10,934,315

$

10,619,614

$

32,061,595

$

31,276,063

Advertising

1,507,231

2,168,434

4,823,978

7,324,198

Other

565,682

546,205

2,286,075

2,198,519

Total Revenue

$

13,007,228

$

13,334,253

$

39,171,648

$

40,798,780

Deferred
Revenues

We
record deferred revenues when cash payments are received in advance of our performance, primarily for subscription revenues. The
increase in deferred revenues for the nine months ended September 30, 2018 is primarily driven by cash payments received in advance
of satisfying our performance obligations.

Contract
Costs

As
of September 30, 2018, the Company has a total of $998 thousand in assets relating to costs incurred to obtain or fulfill contracts,
consisting predominantly of prepaid commissions. Prepaid commissions are amortized over the average customer relationship period.
The amortization expense recognized during the nine months ended September 30, 2018 was $102 thousand. There was no impairment
loss recognized during the period.

Practical
Expedients and Exemptions

The
Company did not apply any practical expedients during the adoption of ASC 606. The Company elected to use the portfolio method
in the calculation of the deferred contract costs.

4.

REVISION
OF PRIOR PERIOD FINANCIAL STATEMENTS

In
connection with the preparation of our condensed consolidated financial statements for the quarter ended March 31, 2018, we identified
an error as of December 31, 2017 in our recognition of a deferred tax asset related to the change in the tax law, which causes
net operating losses (NOL) generated in taxable years ending after December 31, 2017 to have an indefinite carryforward period.
This means that a deferred tax liability that has an indefinite reversal pattern may serve as a source of taxable income for those
NOLs. The correction of this error requires a reduction to the valuation allowance with a corresponding adjustment to the opening
equity balance as this error existed as of December 31, 2017.

In
accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108, Considering the Effects of
Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, we evaluated the error and determined
that the related impact was not material to our results of operations or financial position for any prior annual or interim period,
but that correcting the $926 thousand cumulative impact of the error would be material to our results of operations for the three
months ended March 31, 2018. Accordingly, we have corrected the consolidated balance sheets and consolidated statement of operations
as of December 31, 2017. There was no impact to cash provided by operations in the consolidated statements of cash flows. This
error had no impact on the three months ended March 31, 2018. The impact to the consolidated balance sheets and consolidated statements
of operations as of December 31, 2017 is as follows:

As of December 31, 2017

Consolidated Balance Sheets

As Reported

Adjustment

As Revised

Deferred tax liability

$

1,932,606

$

(925,852

)

$

1,006,754

Total liabilities

34,989,599

(925,852

)

34,063,747

Accumulated deficit

(207,787,130

)

925,852

(206,861,278

)

Total stockholders’ equity

34,020,949

925,852

34,946,801

Consolidated Statements of Operations

Benefit for income taxes

$

1,882,310

$

925,852

$

2,808,162

Net income

2,626,837

925,852

3,552,689

11

5.

CASH
AND CASH EQUIVALENTS, MARKETABLE SECURITIES AND RESTRICTED CASH

The
Company’s cash and cash equivalents and restricted cash primarily consist of checking accounts and money market funds. As
of September 30, 2018 and December 31, 2017, marketable securities consist of two municipal auction rate securities (“ARS”)
issued by the District of Columbia with a cost basis of approximately $1.9 million and a fair value of approximately $1.8 million
and $1.7 million, respectively. With the exception of the ARS, Company policy limits the maximum maturity for any investment to
three years. The ARS mature in the year 2038. The Company accounts for its marketable securities in accordance with the provisions
of ASC 320-10. The Company classifies these securities as available for sale and the securities are reported at fair value. Unrealized
gains and losses are recorded as a component of accumulated other comprehensive income and excluded from net income as they are
deemed temporary. Additionally, as of September 30, 2018 and December 31, 2017, the Company has a total of $500 thousand of cash
that serves as collateral for an outstanding letter of credit, and which cash is therefore restricted. The letter of credit serves
as a security deposit for the Company’s office space in New York City.

September 30,

2018

December 31,

2017

Cash and cash equivalents

$

40,833,954

$

11,684,817

Marketable securities

1,833,535

1,680,000

Restricted cash

500,000

500,000

Total cash and cash equivalents, marketable securities and restricted cash

$

43,167,489

$

13,864,817

6.

FAIR
VALUE MEASUREMENTS

The
Company measures the fair value of its financial instruments in accordance with ASC 820-10, which refines the definition of fair
value, provides a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820-10 defines
fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly
transaction between market participants at the reporting date. The statement establishes consistency and comparability by providing
a fair value hierarchy that prioritizes the inputs to valuation techniques into three broad levels, which are described below:

Level
2: Inputs other than quoted market prices included within Level 1 that are observable for the asset or liability (includes
quoted market prices for similar assets or identical or similar assets in markets in which there are few transactions, prices
that are not current or vary substantially).

●

Level
3: Inputs are unobservable inputs that reflect the entity’s own assumptions in pricing the asset or liability (used
when little or no market data is available).

Financial
assets and liabilities included in our financial statements and measured at fair value are classified based on the valuation technique
level in the table below:

As of September 30, 2018

Description:

Total

Level 1

Level 2

Level 3

Cash and cash equivalents (1)

$

40,833,954

$

40,833,954

$

—

$

—

Restricted cash (1)

500,000

500,000

—

—

Marketable securities (2)

1,833,535

—

—

1,833,535

Total at fair value

$

43,167,489

$

41,333,954

$

—

$

1,833,535

As of December 31, 2017

Description:

Total

Level 1

Level 2

Level 3

Cash and cash equivalents (1)

$

11,684,817

$

11,684,817

$

—

$

—

Restricted cash (1)

500,000

500,000

—

—

Marketable securities (2)

1,680,000

—

—

1,680,000

Contingent earn-out (3)

951,867

—

—

951,867

Total at fair value

$

14,816,684

$

12,184,817

$

—

$

2,631,867

12

(1)

Cash, cash equivalents and restricted cash, totaling approximately $41.3 million and $12.2 million as of September 30, 2018
and December 31, 2017, respectively, consist primarily of checking accounts and money market funds for which we determine
fair value through quoted market prices.

(2)

Marketable
securities include two municipal ARS issued by the District of Columbia having a fair value totaling approximately $1.8 million
and $1.7 million as of September 30, 2018 and December 31, 2017, respectively. Historically, the fair value of ARS investments
approximated par value due to the frequent resets through the auction process. Due to events in credit markets, the auction
events, which historically have provided liquidity for these securities, have been unsuccessful. The result of a failed auction
is that these ARS holdings will continue to pay interest in accordance with their terms at each respective auction date; however,
liquidity of the securities will be limited until there is a successful auction, the issuer redeems the securities, the securities
mature or until such time as other markets for these ARS holdings develop. For each of our ARS, we evaluate the risks related
to the structure, collateral and liquidity of the investment, and forecast the probability of issuer default, auction failure
and a successful auction at par, or a redemption at par, for each future auction period. Temporary impairment charges are
recorded in accumulated other comprehensive loss, whereas other-than-temporary impairment charges are recorded in our consolidated
statement of operations. As of September 30, 2018, the Company determined there was a cumulative decline in the fair value
of its ARS investments of approximately $16 thousand from its cost basis, which was deemed temporary and was included within
accumulated other comprehensive (loss) income.

(3)

Contingent
earn-out represented additional purchase consideration payable to the former shareholders of Management Diagnostics Limited
based upon the achievement of specific 2017 audited revenue benchmarks. The balance was paid in May 2018.

The
following tables provide a reconciliation of the beginning and ending balance for the Company’s assets and liabilities measured
at fair value using significant unobservable inputs (Level 3):

Marketable Securities

Balance December 31, 2017

$

1,680,000

Change in fair value of investment

153,535

Balance September 30, 2018

$

1,833,535

Contingent Earn-Out

Balance December 31, 2017

$

951,867

Payment made May 2018

(951,867

)

Balance September 30, 2018

$

—

7.

STOCK-BASED
COMPENSATION

Stock-based
compensation expense recognized in the Company’s consolidated statements of operations for the three and nine months ended
September 30, 2018 and 2017 includes compensation expense for all share-based payment awards based upon the estimated grant date
fair value. The Company recognizes compensation expense for share-based payment awards on a straight-line basis over the requisite
service period of the award. As stock-based compensation expense is based upon awards ultimately expected to vest, it has been
reduced for estimated forfeitures. The Company estimates forfeitures at the time of grant which are revised, if necessary, in
subsequent periods if actual forfeitures differ from those estimates.

13

The
Company estimates the value of stock option awards on the date of grant using the Black-Scholes option-pricing model. This determination
is affected by the Company’s stock price as well as assumptions regarding expected volatility, risk-free interest rate,
and expected dividends. Because option-pricing models require the use of subjective assumptions, changes in these assumptions
can materially affect the fair value of the options. The assumptions presented in the table below represent the weighted-average
value of the applicable assumption used to value stock option awards at their grant date. In determining the volatility assumption,
the Company used a historical analysis of the volatility of the Company’s share price for the preceding period equal to
the expected option lives. The expected option lives, which represent the period of time that options granted are expected to
be outstanding, were estimated based upon the “simplified” method for “plain-vanilla” options. The risk-free
interest rate assumption was based upon observed interest rates appropriate for the term of the Company’s stock option awards.
The dividend yield assumption was based on the history and expectation of future dividend payouts. The value of the portion of
the award that is ultimately expected to vest is recognized as expense over the requisite service period. The Company’s
estimate of pre-vesting forfeitures is primarily based on historical experience and is adjusted to reflect actual forfeitures
as the options vest. The weighted-average grant date fair value per share of stock option awards granted during the nine months
ended September 30, 2018 and 2017 was $0.42 and $0.27, respectively, using the Black-Scholes model with the following weighted-average
assumptions:

For
the Nine Months Ended
September 30,

2018

2017

Expected
option lives

1.78
years

3.7
years

Expected
volatility

47.28%

37.64%

Risk-free
interest rate

2.47%

1.55%

Expected
dividend yield

0.00%

0.00%

The
value of each restricted stock unit awarded is equal to the closing price per share of the Company’s Common Stock on the
date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite
service periods. The weighted-average grant date fair value per share of restricted stock units granted during the nine months
ended September 30, 2018 and 2017 was $1.68 and $0.90, respectively.

At
the Company’s May 2018 Board meeting, the number of shares available for grant was increased by 5.2 million shares. As of
September 30, 2018, there remained approximately 3.3 million shares available for future awards under the Company’s 2007
Performance Incentive Plan (the “2007 Plan”). In connection with awards under both the 2007 Plan and awards issued
outside of the 2007 Plan as inducement grants to new hires, the Company recorded approximately $797 thousand and $1.7 million
of stock-based compensation for the three and nine month periods ended September 30, 2018, respectively, as compared to approximately
$401 thousand and $1.2 million of stock-based compensation for the three and nine month periods ended September 30, 2017, respectively.

A
summary of the activity of the 2007 Plan and awards issued outside of the 2007 Plan pertaining to stock option grants is as follows:

Shares Underlying Awards

Weighted Average Exercise Price

Aggregate Intrinsic Value ($000)

Weighted Average Remaining Contractual Life (In Years)

Awards outstanding at December 31, 2017

5,491,928

$

1.46

Options granted

282,333

$

2.02

Options exercised

(8,000

))

$

1.20

Options forfeited

(182,752

)

$

2.15

Options expired

(1,816,502

)

$

1.80

Awards outstanding at September 30, 2018

3,767,007

$

1.30

$

3,393

4.32

Awards outstanding, vested and expected to vest at September 30, 2018

3,758,212

$

1.30

$

3,383

4.31

Awards exercisable at September 30, 2018

2,891,515

$

1.33

$

2,535

4.10

14

A
summary of the activity of the 2007 Plan pertaining to grants of restricted stock units is as follows:

Shares Underlying Awards

Aggregate Intrinsic Value ($000)

Weighted Average Remaining Contractual Life (In Years)

Awards outstanding at December 31, 2017

446,668

Restricted stock units granted

3,149,720

Restricted stock units settled by delivery of Common Stock upon vesting

(430,838

)

Restricted stock units forfeited

(64,722

)

Awards outstanding at September 30, 2018

3,100,828

$

6,822

2.42

Awards expected to vest at September 30, 2018

3,004,078

$

6,609

1.62

A
summary of the status of the Company’s unvested stock-based awards as of September 30, 2018 and changes in the nine months
then ended is as follows:

Unvested Awards

Number of Shares

Weighted Average Grant Date Fair Value

Shares underlying awards unvested at December 31, 2017

2,131,135

$

0.48

Shares underlying options granted

282,333

$

0.42

Shares underlying restricted stock units granted

3,149,720

$

1.68

Shares underlying options vested

(1,087,556

)

$

0.34

Shares underlying restricted stock units settled by delivery of Common Stock upon vesting

(430,838

)

$

0.95

Shares underlying options forfeited

(3,752

)

$

0.43

Shares underlying restricted stock units forfeited

(64,722

)

$

1.72

Shares underlying awards unvested at September 30, 2018

3,976,320

$

1.40

For
the nine months ended September 30, 2018 and 2017, the total fair value of stock option awards vested was approximately $492 thousand
and $952 thousand, respectively. For the nine months ended September 30, 2018 and 2017, the total intrinsic value of options exercised
was $8 thousand and $0, respectively (there were no options exercised during the nine months ended September 30, 2017), yielding
$10 thousand of cash proceeds to the Company. For the nine months ended September 30, 2018 and 2017, approximately 282 thousand
and 135 thousand stock options were granted, respectively. Additionally, for the nine months ended September 30, 2018 and 2017,
approximately 3.1 million and 566 thousand restricted stock units were granted, respectively, and approximately 431 thousand and
467 thousand shares, respectively, were issued under restricted stock unit grants. For the nine months ended September 30, 2018
and 2017, the total intrinsic value of restricted stock units that vested was approximately $773 thousand and $409 thousand, respectively.
As of September 30, 2018 and 2017, the total intrinsic value of awards outstanding was approximately $10.2 million and $879 thousand,
respectively. As of September 30, 2018, there was approximately $4.4 million of unrecognized stock-based compensation expense
remaining to be recognized over a weighted-average period of 2.31 years.

8.

STOCKHOLDERS’
EQUITY

Treasury
Stock

In
November 2017, our Board of Directors approved a new share buyback program authorizing the repurchase of up to five million shares
of the Company’s Common Stock (the “Program”). Purchases may be made in the open market or in privately negotiated
transactions as deemed appropriate by management. The Company may, among other things, utilize existing cash reserves and cash
flows from operations to fund any repurchases. The timing and amount of any repurchases will be determined by the Company’s
management based upon its evaluation of the trading prices of the security, market conditions and other factors. The Program does
not obligate the Company to repurchase any dollar amount or number of shares and may be extended, modified, suspended or discontinued
at any time.

15

During
the three months ended September 30, 2018, the Company did not purchase any shares of Common Stock under the Program. During the
nine months ended September 30, 2018, and since the Program’s inception in November 2017, the Company purchased a total
of 1,105 shares of Common Stock under the Program at an aggregate cost of approximately $1,415, inclusive of commissions.

In
addition, pursuant to the terms of the Company’s 2007 Plan, and certain procedures approved by the Compensation Committee
of the Board of Directors, in connection with the exercise of stock options by certain of the Company’s employees, and the
issuance of shares of Common Stock in settlement of vested restricted stock units, the Company may withhold shares in lieu of
payment of the exercise price and/or the minimum amount of applicable withholding taxes then due. During the nine months ended
September 30, 2018, 10,043 shares were withheld in settlement of the exercise of stock options and vested restricted stock units.
Through September 30, 2018, the Company had withheld an aggregate of 2,055,108 shares which have been recorded as treasury stock.
In addition, the Company received an aggregate of 211,608 shares in treasury stock resulting from prior acquisitions. These shares
have also been recorded as treasury stock.

Dividends

Beginning
with the first quarter of 2016, the Company’s Board of Directors suspended the payment of a quarterly dividend and will
continue to evaluate the uses of its cash in connection with planned investments in the business.

9.

LEGAL
PROCEEDINGS

The
Company is party to legal proceedings arising in the ordinary course of business or otherwise, none of which is deemed material.

10.

NET
(LOSS) INCOME PER SHARE OF COMMON STOCK

Basic
net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss
per share is computed using the weighted average number of common shares and potential common shares outstanding during the period,
so long as the inclusion of potential common shares does not result in a lower net loss per share. Potential common shares consist
of restricted stock units (using the treasury stock method) and the incremental common shares issuable upon the exercise of stock
options (using the treasury stock method). For the three months ended September 30, 2018, approximately 6.7 million restricted
stock units and vested and unvested stock options were excluded from the calculation, as their effect would result in a lower
net loss per share. For the nine months ended September 30, 2017, approximately 569 thousand unvested restricted stock units and
vested and unvested stock options were excluded from the calculation, as their effect would result in a lower net loss per share.

The
following table reconciles the numerator and denominator for the calculation.

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30,

2018

2017

2018

2017

Basic and diluted net (loss) income per share:

Numerator:

Net (loss) income attributable to common stockholders

$

(1,811,951

)

$

189,869

$

25,022,334

$

(592,827

)

Denominator:

Weighted average basic shares outstanding

49,600,837

35,869,751

49,362,018

35,710,049

Weighted average diluted shares outstanding

49,600,837

36,142,548

50,695,450

35,710,049

Net (loss) income per share:

Basic net (loss) income attributable to common stockholders

$

(0.04

)

$

0.01

$

0.51

$

(0.02

)

Diluted net (loss) income attributable to common stockholders

$

(0.04

)

$

0.01

$

0.49

$

(0.02

)

16

11.

INCOME
TAXES

The
income tax benefit from continuing operations for the three months ended September 30, 2018 was approximately $775 thousand
and income tax benefit for the nine months ended September 30, 2018 was approximately $1.1 million, and reflects an
effective tax rate of 40.7% and 22.3%, respectively, as compared to an expense of approximately $194 thousand and $802
thousand for the three and nine months ended September 30, 2017, respectively, reflecting an effective tax rate of
approximately -42.2% and -34.0%, respectively. The Company’s effective tax rate (ETR) for the three and nine months ended
September 30, 2018 was primarily impacted by the mix of domestic and foreign earnings, the election to treat the UK as a
disregarded entity for US tax purposes, certain foreign taxes and the movement in the deferred tax liability related to the
tax amortization of goodwill. During the three months ended June 30, 2018, the Company made certain adjustments to the
beginning balance of the state deferred tax liability which resulted in a $272 thousand discrete tax benefit for domestic
losses, as the US taxable income from discontinued operations is treated as a source of income to realize such losses under
the intra-period allocation guidance. The Company’s ETR for the three and nine months ended September 30, 2017 was
primarily impacted by the mix of domestic and foreign earnings, the election to treat the UK as a disregarded entity for US
tax purposes and the movement in the deferred tax liability related to the tax amortization of goodwill.

The
Company accounts for its income taxes in accordance with ASC 740-10,
Income Taxes
(“ASC 740-10”). Under ASC
740-10, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and their tax bases. ASC 740-10 also requires that
deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets
will not be realized based on all available positive and negative evidence. The Company has determined that it is required to
file U.S. federal, U.S. state and foreign tax returns and has determined that its major tax jurisdictions are the United States,
India and the United Kingdom. Tax years through 2016 remain open due to net operating loss carryforwards and are subject to examination
by appropriate taxing authorities.

The
Company had approximately $173 million of federal and state net operating loss carryforwards (“NOL”) as of December
31, 2017. The Company has a full valuation allowance against its U.S. deferred tax assets as management concluded that it was
more likely than not that the Company would not realize the benefit of its deferred tax assets by generating sufficient taxable
income in future years. The Company expects to continue to provide a full valuation allowance until, or unless, it can sustain
a level of profitability that demonstrates its ability to utilize these assets. The ability of the Company to utilize its NOL
in full to reduce future taxable income may become subject to various limitations under Section 382 of the Internal Revenue Code
of 1986. The utilization of such carryforwards may be limited upon the occurrence of certain ownership changes, including the
purchase and sale of stock by 5% shareholders and the offering of stock by the Company during any three-year period resulting
in an aggregate change of more than 50% of the beneficial ownership of the Company. In the event of an ownership change, Section
382 imposes an annual limitation on the amount of these carryforwards that can reduce future taxable income.

Subject
to potential Section 382 limitations, the federal losses are available to offset future taxable income through 2037 and expire
from 2019 through 2037. Since the Company does business in various states and each state has its own rules with respect to the
number of years losses may be carried forward, the state net operating loss carryforwards expire through 2037. The company also
has approximately $10.5 million in U.K. NOLs as of December 31, 2017. During the fourth quarter ended December 31, 2017, the Company
released its U.K. valuation allowance as it was concluded that this entity has cumulative income over the last three years and
Management believes it is more likely than not that the deferred tax asset will be utilized.

In
June 2018, the U.S. Supreme Court decided the
South Dakota v. Wayfair, Inc.
sales tax nexus case. As
a result of the Supreme Court ruling, states now have the ability to require taxpayers to collect and remit sales tax on a basis
of economic nexus. While the impact of this ruling is uncertain, we are currently in the process of evaluating the future impact
of the ruling on our financial position, results of operations and cash flows. New taxes could also create significant increases
in internal costs necessary to capture data and collect and remit taxes. These events could have an adverse effect on our business
and results of operations.

At
September 30, 2018, the Company has no uncertain tax positions or interest and penalties accrued pursuant to ASC 740-10.

17

12.

BUSINESS
CONCENTRATIONS AND CREDIT RISK

Financial
instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and restricted
cash. The Company maintains all of its cash, cash equivalents and restricted cash in federally insured financial institutions
and performs periodic evaluations of the relative credit standing of these institutions. As of September 30, 2018 and 2017, the
Company’s cash, cash equivalents and restricted cash primarily consisted of checking accounts and money market funds.

For
the three and nine months ended September 30, 2018 and 2017, no individual client accounted for 10% or more of consolidated revenue.
As of September 30, 2018, and December 31, 2017, one individual client accounted for more than 10% of our gross accounts receivable
balance.

The
Company’s customers are primarily concentrated in the United States and Europe, and we carry accounts receivable balances.
The Company performs ongoing credit evaluations, generally does not require collateral, and establishes an allowance for doubtful
accounts based upon factors surrounding the credit risk of customers, historical trends and other information. To date, actual
losses have been within management’s expectations.

13.

RESTRUCTURING
AND OTHER CHARGES

During
the three months ended March 31, 2017, the Company implemented a targeted reduction in force which resulted in restructuring and
other charges of approximately $199 thousand.

14.

OTHER
LIABILITIES

Other
liabilities consist of the following:

September 30, 2018

December 31, 2017

Deferred revenue

$

1,033,812

$

629,309

Deferred rent

710,840

912,201

Other

—

2,092

Total other liabilities

$

1,744,652

$

1,543,602

15.

SEGMENT
AND GEOGRAPHIC DATA

Segments

Effective
October 1, 2016 as a result of organizational changes related to our new management team, we changed our financial reporting to
better reflect how we gather and analyze business and financial information about our businesses. We now report our results in
two segments: (i) business to business, which is primarily comprised of The Deal and BoardEx, and (ii) business to consumer, which
is primarily comprised of the Company’s premium subscription newsletter products and website advertising. Results were as
follows:

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30,

Revenue:

2018

2017

2018

2017

- Business to business

$

6,274,824

$

5,951,581

$

18,866,397

$

17,418,252

- Business to consumer

6,732,404

7,382,672

20,305,251

23,380,528

Total

$

13,007,228

$

13,334,253

$

39,171,648

$

40,798,780

Operating (loss) income:

- Business to business

$

(766,477

)

$

(613,860

)

$

(1,820,414

)

$

(2,157,859

)

- Business to consumer

(1,171,286

)

146,635

(3,114,899

)

(227,900

)

Total

$

(1,937,763

)

$

(467,225

)

$

(4,935,313

)

$

(2,385,759

)

18

Due
to the nature of the Company’s operations, a majority of its assets are utilized across both segments. In addition, segment
assets are not reported to, or used by, the Chief Operating Decision Maker to allocate resources or assess performance of the
Company’s segments. Accordingly, the Company has not disclosed asset information by segment.

Geographic
Data

During
the nine months ended September 30, 2018 and 2017, substantially all of the Company’s revenue was from customers in the
United States and substantially all of our long-lived assets are located in the United States. The remainder of the Company’s
revenue and its long-lived assets are a result of our BoardEx operations outside of the United States, which is headquartered
in London, England.

Item
2.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations.

The
following discussion of our financial condition and results of operations should be read together with our interim consolidated
financial statements contained elsewhere in this Quarterly Report on Form 10-Q and with information contained in our other
filings, including the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2017.

This
discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual
results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including
those set forth under “Risk Factors” of this Quarterly Report on Form 10-Q and in other parts of this report.

Overview

TheStreet,
Inc. is
a leading financial news and information provider. Our business-to-business and business-to-consumer
content and products provide individual and institutional investors, advisors and dealmakers with actionable information from
the worlds of finance and business.

Business-to-Business

Our
business-to-business, or B2B, products provide dealmakers, their advisers, institutional investors and corporate executives with
news, data and analysis of mergers and acquisitions and changes in corporate control, and relationship mapping services. Our B2B
business products have helped diversify our business from primarily serving retail investors to also providing an indispensable
source of business intelligence for both high net worth individuals and executives in the top firms in the world.

Our
business-to-consumer, or B2C, business is led by our namesake website,
TheStreet.com
, and includes free content and houses
our premium subscription products that target varying segments of the retail investing public.
Since
our inception in 1996, we have distinguished ourselves as a trusted and reliable source for financial news and information with
journalistic excellence, an unbiased approach and interactive multimedia coverage of the financial markets, economy, industry
trends, investment and financial planning.

Our
B2C business generates revenue primarily from premium subscription products and advertising. For the nine months ended September
30, 2018 and 2017, our B2C business generated 52% and 57%, respectively, of our total revenue.

19

Critical
Accounting Estimates

Our
discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial
statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The
preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Estimates
and assumptions are reviewed periodically, and the effects of revisions are reflected in the condensed consolidated financial
statements in the period they are deemed to be necessary. Significant estimates made in the accompanying condensed consolidated
financial statements include, but are not limited to, the following:

●

useful
lives of intangible assets,

●

useful
lives of fixed assets,

●

the
carrying value of goodwill, intangible assets and marketable securities,

●

allowances
for doubtful accounts and deferred tax assets,

●

accrued
expense estimates,

●

reserves
for estimated tax liabilities,

●

certain
estimates and assumptions used in the calculation of the fair value of equity compensation issued to employees, and

●

restructuring
charges.

We
perform annual impairment tests of goodwill and indefinite-lived intangible assets as of October 1 each year and between annual
tests whenever circumstances arise that indicate a possible impairment might exist.

The
Company tests goodwill for impairment using a quantitative analysis consisting of a comparison of the carrying value of each of
our reporting units, including goodwill, to the estimated enterprise value of each of our reporting units using a market approach
for the valuation of the Company’s Common Stock based upon actual prices of the Company’s Common Stock. As the Company’s
Preferred Shares were retired in November 2017, the retirement value was used. As a result, we determined that the Company’s
business enterprise value (common equity plus preferred equity) was $76.9 million as of the valuation date. The Company also performed
an income approach to confirm the reasonableness of these results using the discounted cash flow (“DCF”) methodology.
Our use of a DCF methodology includes estimates of future revenue based upon budgeted projections and growth rates which
take into account estimated inflation rates. We also developed estimates for future levels of gross and operating profits
and projected capital expenditures. Our methodology also included the use of estimated discount rates based upon industry
and competitor analysis as well as other factors. The estimates that we use in our DCF methodology involve many assumptions by
management that are based upon future growth projections. Our assumptions include a continued recovery of our B2C business, which
began in the fall of 2017. The DCF methodology resulted in an indicated value of $70.7 million. We then concluded the enterprise
value analysis for the Company on an aggregated basis by taking the average of the $76.9 million enterprise value derived from
the first test and the $70.7 million value derived from the second test, resulting in an enterprise value for the Company of $74.0
million. Once we determined the enterprise value of the Company, the enterprise value of each of the three reporting units was
based on the proportion of each reporting unit’s indicated enterprise value to the indicated enterprise value of the Company.

Based
on our analysis, we concluded that none of the reporting units goodwill was impaired as of the valuation date, with Business to
Business and Business to Consumer reporting units exceeding the amount recorded by approximately 93% and 35%, respectively.

To
the extent actual and projected cash flows decline in the future, or if market conditions deteriorate significantly, we may be
required to perform an interim impairment analysis that could result in an impairment of goodwill.

A
decrease in the price of our Common Stock could materially affect the determination of the fair value of goodwill and could result
in an impairment charge to reduce the carrying value, which could be material to our financial position and results of operations.

Additionally,
we evaluate the remaining useful lives of intangible assets each year to determine whether events or circumstances continue to
support their useful life. There have been no changes in useful lives of intangible assets for each period presented.

A
summary of our critical accounting policies and estimates can be found in our 2017 Form 10-K.

20

Contingencies

Accounting
for contingencies, including those matters described in the Commitments and Contingencies section of Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations of the Company’s 2017 Form 10-K, is highly subjective
and requires the use of judgments and estimates in assessing their magnitude and likely outcome. In many cases, the outcomes of
such matters will be determined by third parties, including governmental or judicial bodies. The provisions made in the consolidated
financial statements, as well as the related disclosures, represent management’s best estimate of the then current status
of such matters and their potential outcome based on a review of the facts and in consultation with outside legal counsel where
deemed appropriate. The Company would record a material loss contingency in its consolidated financial statements if the loss
is both probable of occurring and reasonably estimated. The Company regularly reviews contingencies and as new information becomes
available may, in the future, adjust its associated liabilities.

Results
of Operations

Comparison
of Three Months Ended September 30, 2018 and September 30, 2017

Revenue

For the Three Months Ended September 30,

Revenue:

2018

Percent
of Total
Revenue

2017

Percent
of Total
Revenue

Percent
Change

Business to business

$

6,274,824

48

%

$

5,951,581

45

%

5

%

Business to consumer

6,732,404

52

%

7,382,672

55

%

-9

%

Total revenue

$

13,007,228

100

%

$

13,334,253

100

%

-2

%

Business
to business
. Our B2B business derives revenue primarily from subscription products, events/conferences and information services.

B2B
revenue increased by approximately $323 thousand, or 5%, in the third quarter of 2018 as compared to the third quarter of 2017.
This increase was primarily due to an approximate $329 thousand, or 11%, increase in BoardEx subscription revenue, which had a
9% increase in the weighted-average number of subscriptions and a 2% increase in the average revenue recognized per subscription,
as well as an approximate $50 thousand increase in The Deal events. These increases were offset by an approximate $48 thousand
decrease in webinars from The Deal products.

Business
to consumer
. Our B2C business generates revenue primarily from premium subscription products and advertising.

B2C
revenue decreased by approximately $650 thousand, or 9%, in the third quarter of 2018 as compared to the third quarter of 2017.
This decrease was due to an approximate $668 thousand, or 31%, decrease in advertising revenue, a $66 thousand, or 22%, decrease
in licensing and syndication, and a $29 thousand, or 1%, decrease in subscription revenue, which had a 2% decrease in the weighted-average
number of subscriptions partially offset by a 1% increase in the average revenue recognized per subscription. These decreases
were partially offset by an increase of approximate $113 thousand in event related revenue.

B2B
cost of services expense increased by approximately $87 thousand, or 4%, in the third quarter of 2018 as compared to the third
quarter of 2017. This increase was primarily the result of higher employee compensation expenses, outside contributor costs, hosting
and internet fees and event costs, the aggregate of which increased by approximately $228 thousand, partially offset by an approximate
$148 thousand decrease in corporate expense allocations.

B2C
cost of services expense decreased by approximately $502 thousand, or 13%, in the third quarter of 2018 as compared to the third
quarter of 2017. The decrease was primarily the result of reduced outside contributor, traffic acquisition, editorial data services
and employee compensation costs, the aggregate of which decreased by $332 thousand. These decreases were partially offset by higher
consulting and hosting and internet access costs, the aggregate of which increased by $219 thousand. Also contributing to the
decrease was a reduction in corporate expense allocations totaling $403 thousand.

B2B
sales and marketing expense increased by approximately $323 thousand, or 23%, in the third quarter of 2018 as compared to the
third quarter of 2017. The increase was primarily the result of higher employee compensation costs combined with increased advertising
and promotion expense, the aggregate of which increased by approximately $220 thousand. This cost increase was compounded by an
approximate $104 thousand increase in corporate expense allocations.

B2C
sales and marketing expense increased by approximately $534 thousand, or 39%, in the third quarter of 2018 as compared to the
third quarter of 2017. The increase was primarily the result of higher employee compensation costs combined with increased advertising
and promotion expense, the aggregate of which increased by approximately $414 thousand. This cost increase was compounded by an
approximate $84 thousand increase in corporate expense allocations.

General
and Administrative

For
the Three Months Ended September 30,

General
and administrative:

2018

Percent
of
Segment
Revenue

2017

Percent
of
Segment
Revenue

Percent
Change

Business
to business

$

2,230,395

36

%

$

2,078,657

35

%

7

%

Business
to consumer

2,137,753

32

%

1,639,437

22

%

30

%

Total
general and administrative

$

4,368,148

34

%

$

3,718,094

28

%

17

%

General
and administrative
. General and administrative expense consists primarily of employee compensation related costs for general
management, finance, technology, legal and administrative personnel, occupancy costs, professional fees, insurance and other office
expenses.

B2B
general and administrative expense increased by approximately $152 thousand, or 7%, in the third quarter of 2018 as compared to
the third quarter of 2017. The increase was primarily the result of an approximate $346 thousand increase in corporate expense
allocations, offset by exchange rate gains totaling approximately $176 thousand.

22

B2C
general and administrative expense increased by approximately $498 thousand, or 30%, in the third quarter of 2018 as compared
to the third quarter of 2017. The increase was primarily the result of higher employee compensation and occupancy costs, the aggregate
of which increased by $351 thousand. Also contributing to the cost increase was an approximate $140 thousand increase in corporate
expense allocations.

Depreciation
and Amortization

For the Three Months Ended September 30,

Depreciation and amortization:

2018

Percent of
Segment
Revenue

2017

Percent of
Segment
Revenue

Percent
Change

Business to business

$

707,565

11

%

$

827,215

14

%

-14

%

Business to consumer

459,152

7

%

287,820

4

%

60

%

Total depreciation and amortization

$

1,166,717

9

%

$

1,115,035

8

%

5

%

Depreciation
and amortization.
Depreciation and amortization expense increased by approximately $52 thousand, or 5%, in the third quarter
of 2018 as compared to the third quarter of 2017. The increase was primarily the result of increased amortization expense related
to capitalized software and website development projects. Cost allocations among segments were changed as of January 2018 to better
reflect where the assets are utilized.

Net
Interest Income

For the Three Months Ended September 30,

Percent

2018

2017

Change

Net interest income

$

32,359

$

8,168

296

%

Net
interest income totaled approximately $32 thousand in the third quarter of 2018 as compared to net interest income approximating
$8 thousand in the third quarter of 2017. The increase was primarily the result of increased cash balances.

(Loss)
Income from Discontinued Operations

For the Three Months Ended September 30,

Percent

2018

2017

Change

(Loss) income from discontinued operations

$

(129,809

)

$

842,588

N/A

(Loss)
income from discontinued operations represents the activity from our former RateWatch subsidiary, which was sold in June 2018.

Benefit
(Provision) for Income Taxes

For the Three Months Ended September 30,

Percent

2018

2017

Change

Benefit (provision) for income taxes

$

775,014

$

(193,662

)

N/A

The
income tax benefit from continuing operations for the three months ended September 30, 2018 was approximately $775 thousand and
reflects an effective tax rate of 40.7%, as compared to an expense of approximately $194 thousand for the three months ended September
30, 2017, reflecting an effective tax rate of approximately -42.2%. The Company’s effective tax rate (ETR) for the three
months ended September 30, 2018 was primarily impacted by the mix of domestic and foreign earnings, the election to treat the
UK as a disregarded entity for US tax purposes, certain foreign taxes and the movement in the deferred tax liability related to
the tax amortization of goodwill. During the three months ended June 30, 2018, the Company made certain adjustments to the
beginning balance of the state deferred tax liability which resulted in a $272 thousand discrete tax benefit for domestic losses,
as the US taxable income from discontinued operations is treated as a source of income to realize such losses under the intra-period
allocation guidance. The Company’s ETR for the three months ended September 30, 2017 was primarily impacted by the mix of
domestic and foreign earnings, the election to treat the UK as a disregarded entity for US tax purposes and the movement in the
deferred tax liability related to the tax amortization of goodwill.

23

Net
Income Attributable to Common Stockholders

Net
loss attributable to common stockholders for the three months ended September 30, 2018 totaled approximately $1.8 million, or
$0.04 per basic and diluted share, compared to net income attributable to common stockholders totaling approximately $190 thousand,
or $0.01 per basic and diluted share, for the three months ended September 30, 2017.

Comparison
of Nine Months Ended September 30, 2018 and September 30, 2017

Revenue

For the Nine Months Ended September 30,

Revenue:

2018

Percent
of Total
Revenue

2017

Percent
of Total
Revenue

Percent
Change

Business to business

$

18,866,397

48

%

$

17,418,252

43

%

8

%

Business to consumer

20,305,251

52

%

23,380,528

57

%

-13

%

Total revenue

$

39,171,648

100

%

$

40,798,780

100

%

-4

%

B2B
revenue increased by approximately $1.4 million, or 8%, in the nine months ended September 30, 2018 as compared to the nine months
ended September 30, 2017. This increase was primarily due to an approximate $1.5 million, or 18%, increase in BoardEx subscription
revenue, which had a 12% increase in the weighted-average number of subscriptions and a 6% increase in the average revenue recognized
per subscription, as well as an approximate $409 thousand dollar increase in event related revenue. The $1.4 million increase
was offset by an approximate $236 thousand decrease in webinar revenue, a decline of approximately $104 thousand related to BoardEx
one-time reports, and a $74 thousand, or 1%, decline in The Deal subscription products, which had a 7% decline in the weighted-average
number of subscriptions, partially offset by a 6% increase in the average revenue recognized per subscription.

B2C
revenue decreased by approximately $3.1 million, or 13%, in the nine months ended September 30, 2018 as compared to the nine months
ended September 30, 2017. This decrease was due to an approximate $2.5 million decrease in advertising revenue, an approximate
$629 thousand, or 4%, decline in revenue generated from premium subscription products, which had a 6% decrease in the weighted-average
number of subscriptions, partially offset by a 2% increase in the average revenue recognized per subscription, and an approximate
$236 thousand decrease in licensing and syndication revenue. These declines were partially offset by a $272 thousand increase
in event related revenue.

Operating
Expense

Cost
of Services

For the Nine Months Ended September 30,

Cost of services:

2018

Percent of
Segment
Revenue

2017

Percent of
Segment
Revenue

Percent
Change

Business to business

$

7,023,613

37

%

$

6,800,346

39

%

3

%

Business to consumer

9,953,541

49

%

12,461,431

53

%

-20

%

Total cost of services

$

16,977,154

43

%

$

19,261,777

47

%

-12

%

B2B
cost of services expense increased by approximately $223 thousand, or 3%, in the nine months ended September 30, 2018 as compared
to the nine months ended September 30, 2017. This increase was primarily the result of higher employee compensation, outside contributor
and event related costs, the total of which increased by approximately $420 thousand. This cost reduction was partially offset
by an approximate $191 thousand decrease in corporate expense allocations.

24

B2C
cost of services expense decreased by approximately $2.5 million, or 20%, in the nine months ended September 30, 2018 as compared
to the nine months ended September 30, 2017. The decrease was primarily the result of reduced traffic acquisition, outside contributor
and employee compensation related costs, the aggregate of which decreased by $2.0 million, partially offset by increased consulting
and computer services and supplies costs, the aggregate of which increased by $435 thousand. Also contributing to the decrease
was a reduction in corporate allocations totaling $832 thousand.

Sales
and Marketing

For the Nine Months Ended September 30,

Sales and marketing:

2018

Percent of
Segment
Revenue

2017

Percent of
Segment
Revenue

Percent
Change

Business to business

$

4,999,421

26

%

$

4,145,430

24

%

21

%

Business to consumer

6,018,360

30

%

5,120,117

22

%

18

%

Total sales and marketing

$

11,017,781

28

%

$

9,265,547

23

%

19

%

B2B
sales and marketing expense increased by approximately $854 thousand, or 21%, in the nine months ended September 30, 2018 as compared
to the nine months ended September 30, 2017. The increase was primarily the result of increased employee compensation and advertising
related expenses, the aggregate of which increased by approximately $639 thousand. Also contributing to the increase was an approximate
$228 thousand increase in corporate expense allocations.

B2C
sales and marketing expense increased by approximately $898 thousand, or 18%, in the nine months ended September 30, 2018 as compared
to the nine months ended September 30, 2017. The increase was primarily the result of higher employee compensation related costs,
increased advertising and promotion and data platform expenses, the aggregate of which increased by approximately $675 thousand.
Also impacting sales and marketing cost was an approximate $181 thousand increase in corporate expense allocations.

General
and Administrative

For the Nine Months Ended September 30,

General and administrative:

2018

Percent of Segment Revenue

2017

Percent of Segment Revenue

Percent Change

Business to business

$

6,589,519

35

%

$

6,288,431

36

%

5

%

Business to consumer

6,097,877

30

%

4,980,267

21

%

22

%

Total general and administrative

$

12,687,396

32

%

$

11,268,698

28

%

13

%

B2B
general and administrative expense increased by approximately $302 thousand, or 5%, in the nine months ended September 30, 2018
as compared to the nine months ended September 30, 2017. The increase was primarily the result of higher occupancy and recruiting
costs, the aggregate of which increased by $190 thousand, offset by a foreign exchange rate gain and decreased employee compensation
and related costs, the aggregate of which increased by $487 thousand. Also contributing to the increase was an approximate $677
thousand increase in corporate expense allocations.

B2C
general and administrative expense increased by approximately $1.1 million, or 22%, in the nine months ended September 30, 2018
as compared to the nine months ended September 30, 2017. The increase was primarily the result of higher employee compensation
related costs, occupancy, data platforms and recruiting fees, the aggregate of which increased by $1.1 million.

Depreciation
and Amortization

For the Nine Months Ended September 30,

Depreciation and amortization:

2018

Percent of
Segment
Revenue

2017

Percent of
Segment
Revenue

Percent
Change

Business to business

$

2,074,181

11

%

$

2,401,760

14

%

-14

%

Business to consumer

1,350,449

7

%

787,778

3

%

71

%

Total depreciation and amortization

$

3,424,630

9

%

$

3,189,538

8

%

7

%

25

Depreciation
and amortization.
Depreciation and amortization expense increased by approximately $235 thousand, or 7%, in the nine months
ended September 30, 2018 as compared to the nine months ended September 30, 2017. The increase was primarily the result of increased
amortization expense related to capitalized software and website development projects. Cost allocations among segments were changed
as of January 2018 to better reflect where the assets are utilized.

Restructuring
and Other Charges

For the Nine Months Ended September 30,

Restructuring and other charges:

2018

Percent of
Segment
Revenue

2017

Percent of
Segment
Revenue

Percent
Change

Business to business

$

—

N/A

$

46,845

0

%

100

%

Business to consumer

—

N/A

152,134

1

%

100

%

Total restructuring and other charges

$

—

N/A

$

198,979

0

%

100

%

Restructuring
and other charges.
During the nine months ended September 30, 2017, the Company implemented a targeted reduction in force
which resulted in restructuring and other charges of approximately $199 thousand.

Net
Interest Income

For the Nine Months Ended September 30,

Percent

2018

2017

Change

Net interest income

$

81,167

$

26,224

210

%

Net
interest income totaled approximately $81 thousand in the nine months ended September 30, 2018 as compared to net interest income
approximating $26 thousand in the nine months ended September 30, 2017. The change was primarily the result of the increased cash
balance combined with the absence of interest expense related to the accretion of certain accrued expenses that were recorded
in connection with prior acquisitions.

Income
from Discontinued Operations

For the Nine Months Ended September 30,

Percent

2018

2017

Change

Income from discontinued operations

$

1,725,646

$

2,568,957

-33

%

Income
from discontinued operations represents the income from our former RateWatch subsidiary, which was sold in June 2018.

Benefit
(Provision) for Income Taxes

For the Nine Months Ended September 30,

Percent

2018

2017

Change

Benefit (provision) for income taxes

$

1,083,763

$

(802,249

)

N/A

The
income tax benefit from continuing operations for the nine months ended September 30, 2018 was approximately $1.1 million, and
reflects an effective tax rate of 22.3%, as compared to an expense of approximately $802 thousand for the nine months ended September
30, 2017, reflecting an effective tax rate of approximately -34.0%. The Company’s effective tax rate (ETR) for the nine
months ended September 30, 2018 was primarily impacted by the mix of domestic and foreign earnings, the election to treat the
UK as a disregarded entity for US tax purposes, certain foreign taxes and the movement in the deferred tax liability related to
the tax amortization of goodwill. During the three months ended June 30, 2018, the Company made certain adjustments to the beginning
balance of the state deferred tax liability which resulted in a $272 thousand discrete tax benefit. The Company’s ETR for
the nine months ended September 30, 2017 was primarily impacted by the mix of domestic and foreign earnings, the election to treat
the UK as a disregarded entity for US tax purposes and the movement in the deferred tax liability related to the tax amortization
of goodwill.

26

Net
Income (Loss) Attributable to Common Stockholders

Net
income attributable to common stockholders for the nine months ended September 30, 2018 totaled approximately $25.0 million, or
$0.51 per basic and $0.49 per diluted share, compared to net loss attributable to common stockholders totaling approximately $593
thousand, or $0.02 per basic and diluted share, for the nine months ended September 30, 2017.

Liquidity
and Capital Resources

As
of September 30, 2018, our current assets consisted primarily of cash and cash equivalents, accounts receivable and prepaid expenses,
and our current liabilities consisted primarily of deferred revenue, accrued expenses and accounts payable. We do not hold inventory.
As of September 30, 2018, our current assets were approximately $50.6 million, 78% greater than our current liabilities. With
respect to many of our annual business to consumer newsletter subscription products, we offer the ability to receive a refund
during the first 30 days but none thereafter. We do not as a general matter offer refunds for advertising that has run.

We
generally have invested in money market funds and other short-term, investment grade instruments that are highly liquid and of
high quality, with the intent that such funds are available for sale for acquisition and operating purposes. As of September 30,
2018, our cash, cash equivalents, marketable securities and restricted cash amounted to approximately $43.2 million, representing
46% of total assets. Our cash, cash equivalents and restricted cash primarily consisted of checking accounts and money market
funds. Our marketable securities consisted of two municipal auction rate securities issued by the District of Columbia with a
fair value of approximately $1.8 million that mature in the year 2038. Our total cash-related position is as follows:

September 30,
2018

December 31,
2017

Cash and cash equivalents

$

40,833,954

$

11,684,817

Marketable securities

1,833,535

1,680,000

Restricted cash

500,000

500,000

Total cash and cash equivalents, marketable securities and restricted cash

$

43,167,489

$

13,864,817

Financial
instruments that subject us to concentrations of credit risk consist primarily of cash, cash equivalents and restricted cash.
We maintain all of our cash, cash equivalents and restricted cash in federally insured financial institutions, and we perform
periodic evaluations of the relative credit standing of these institutions.

Net
cash provided by operating activities totaled approximately $5.1 million for the nine months ended September 30, 2018, as compared
to net cash provided by operating activities totaling approximately $4.2 million for the nine months ended September 30, 2017.
The increase in net operating cash was primarily the result of the Company’s net income, offset by the gain on sale of business,
as well as the change in the balances of deferred revenue, accrued expenses and prepaid expenses and other current assets, offset
by the change in accounts receivable.

Net
cash provided by investing activities totaled approximately 25.4 million for the nine months ended September 30, 2018, as compared
to net cash used in investing activities totaling approximately $1.8 million for the nine months ended September 30, 2017. The
increase in cash provided by (used in) investing activities was the result of the sale of our RateWatch subsidiary, partially
offset by increased capital expenditures.

Net
cash used in financing activities totaled approximately $1.0 million for the nine months ended September 30, 2018, as compared
to net cash used in financing activities totaling approximately $81 thousand for the nine months ended September 30, 2017. The
increase in net cash used in financing activities was primarily the result of the payment of a deferred earn out on the acquisition
of BoardEx totaling $952 thousand.

We
currently have a total of $500 thousand of cash that serves as collateral for an outstanding letter of credit, which cash is classified
as restricted. The letter of credit serves as a security deposit for office space in New York City.

We
believe that our current cash and cash equivalents will be sufficient to meet our anticipated cash needs for at least the next
12 months. We are committed to cash expenditures in an aggregate amount of approximately $4.8 million through September 30, 2019,
primarily related to operating leases and minimum payments due under an employment agreement.

27

As
of December 31, 2017, we had approximately $173 million of federal and state net operating loss carryforwards. We maintain a full
valuation allowance against our deferred tax assets as management concluded that it was more likely than not that we would not
realize the benefit of our deferred tax assets by generating sufficient taxable income in future years. We expect to continue
to maintain a full valuation allowance until, or unless, we can sustain a level of profitability that demonstrates our ability
to utilize these assets.

In
accordance with Section 382 of the Internal Revenue Code, the ability to utilize our net operating loss carryforwards could be
limited in the event of a change in ownership and as such a portion of the existing net operating loss carryforwards may be subject
to limitation.

Off-Balance
Sheet Arrangements

As
of September 30, 2018, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of
Regulation S-K, that have or are reasonably likely to have a current or future effect on our financial condition, changes
in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources
that is material to investors.

Treasury
Stock

In
November 2017, our Board of Directors approved a new share buyback program authorizing the repurchase of up to five million shares
of the Company’s common stock. The repurchases are being executed from time to time in the open market or in privately negotiated
transactions, subject to management’s evaluation of the trading price of the security, market conditions and other factors.
The Company may, among other things, utilize existing cash reserves and cash flows from operations to fund any repurchases. The
timing and amount of any repurchases will be determined by the Company’s management based upon its evaluation of the trading
price of the security, market conditions and other factors. The repurchase program does not obligate the Company to repurchase
any dollar amount or number of shares and may be extended, modified, suspended or discontinued at any time. During the three months
ended September 30, 2018, the Company did not purchase any shares of Common Stock under the program. In the nine months ended
September 30, 2018, the Company purchased a total of 1,105 shares of Common Stock under the Program at an aggregate cost of approximately
$1,415, inclusive of commissions.

In
addition, pursuant to the terms of the Company’s 2007 Plan, and certain procedures approved by the Compensation Committee
of the Board of Directors, in connection with the exercise of stock options by certain of the Company’s employees, and the
issuance of shares of Common Stock in settlement of vested restricted stock units, the Company may withhold shares in lieu of
payment of the exercise price and/or the minimum amount of applicable withholding taxes then due. During the nine months ended
September 30, 2018, 10,043 shares were withheld in settlement of the exercise of stock options and vested restricted stock units.
Through September 30, 2018, the Company had withheld an aggregate of 2,055,108 shares which have been recorded as treasury stock.
In addition, the Company received an aggregate of 211,608 shares in treasury stock resulting from prior acquisitions. These shares
have also been recorded as treasury stock.

Item
3.

Quantitative
and Qualitative Disclosures About Market Risk.

We
believe that our market risk exposures are immaterial as we do not have instruments for trading purposes, and reasonable possible
near-term changes in market rates or prices will not result in material near-term losses in earnings, material changes in fair
values or cash flows for all instruments.

Financial
instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and restricted
cash. We maintain all of our cash, cash equivalents and restricted cash in federally insured financial institutions, and we perform
periodic evaluations of the relative credit standing of these institutions. However, no assurances can be given that the third-party
institutions will retain acceptable credit ratings or investment practices.

Following
our acquisition of BoardEx, we have greater exposure to fluctuations in foreign currency exchange rates, in particular with respect
to the British pound. Accordingly, our results of operations and cash flows are subject to fluctuations due to changes in exchange
rates. Fluctuations in currency exchange rates could result in translation gains and losses when we consolidate our results. Because
we conduct a portion of our business outside the U.S. but report our results in U.S. dollars, we face exposure to adverse movements
in currency exchange rates, which may cause our revenue and operating results to differ materially from expectations. For example,
if the U.S. dollar strengthens relative to the British pound, our non-U.S. revenue and operating results would be adversely affected
when translated into U.S. dollars. Conversely, a decline in the U.S. dollar relative to the British pound would increase our non-U.S.
revenue and operating results when translated into U.S. dollars. We do not engage in currency hedging or have any positions in
derivative instruments to hedge our currency risk.

28

The
effect of a 10% adverse change in exchange rates would have resulted in an approximate $548 thousand reduction to revenue for
the nine months ended September 30, 2018, with an offsetting reduction to operating expenses of $579 thousand for the nine months
ended September 30, 2018, and a decrease in the value of the Company’s assets and liabilities as of September 30, 2018 of
approximately $1.6 million and $405 thousand, respectively.

Item
4.

Controls
and Procedures.

Evaluation
of Disclosure Controls and Procedures

Our
management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness
of our disclosure controls and procedures as of October 1, 2017. The term “disclosure controls and procedures,” as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company
in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed
to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act
is accumulated and communicated to the company’s management, including its principal executive and principal financial officers,
as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily
applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation
of our disclosure controls and procedures as of September 30, 2018, our Chief Executive Officer and Chief Financial Officer concluded
that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes
in Internal Control over Financial Reporting

There
were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules
13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.

PART
II - OTHER INFORMATION

Item
1.

Legal
Proceedings.

The
Company is party to legal proceedings arising in the ordinary course of business or otherwise, none of which is deemed material.

Item
1A.

Risk
Factors.

In
addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors
discussed in Part I, “Item 1A. Risk Factors” in our 2017 Form 10-K, which could materially affect our business,
financial condition or future results. During the nine months ended September 30, 2018, there were no material changes to the
risk factors described in our 2017 Form 10-K.

Item
2.

Unregistered
Sales of Equity Securities and Use of Proceeds.

In
November 2017, our Board of Directors approved a share buyback program authorizing the repurchase of up to five million shares
of the Company’s common stock. The repurchases are being executed from time to time in the open market or in privately negotiated
transactions, subject to management’s evaluation of the trading prices of the security, market conditions and other factors.
The repurchase program does not obligate the Company to repurchase any dollar amount or
number of shares and may be extended, modified, suspended or discontinued at any time.

There
were no repurchases by the Company in the quarter ended September 30, 2018.

Item
3.

Defaults
Upon Senior Securities.

Not
applicable.

29

Item
4.

Mine
Safety Disclosures.

Not
applicable.

Item
5.

Other
Information.

Not
applicable.

30

Item
6.

Exhibits.

The
following exhibits are filed herewith or are incorporated by reference to exhibits previously filed with the Securities and Exchange
Commission:

Incorporated
by Reference

Exhibit
Number

Description

Form

File
No.

Exhibit

Filing
Date

Filed

Herewith

Furnished

2.1

Asset
Purchase Agreement

8-K

000-25779

2.1

June
22, 2018

31.1

Certification
of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

X

31.2

Certification
of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

X

32.1

Certifications
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002

X

32.2

Certifications
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002

X

101.INS

XBRL
Instance Document

X

101.SCH

XBRL
Taxonomy Extension Schema Document

X

101.CAL

XBRL
Taxonomy Extension Calculation Document

X

101.DEF

XBRL
Taxonomy Extension Definitions Document

X

101.LAB

XBRL
Taxonomy Extension Labels Document

X

101.PRE

XBRL
Taxonomy Extension Presentation Document

X

31

SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.